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Exhibit 99.2
   Ford Motor Credit Company
 [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC]
 
 Receivables Purchase  Agreement
 
 
 Ford Credit Floorplan Master Owner Trust __




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Table of Contents
 PageARTICLE IDefinitionsSection 1.01.
    
    Definitions
    
    
    1Section 1.02.
    
    Other Definitional Provisions
    
    
    14ARTICLE IISale of Receivables and Interests in Other Floorplan AssetsSection 2.01.
    
    Sale of Receivables and Interests in Other Floorplan Assets
    
    
    15Section 2.02.
    
    Representations and Warranties of Seller Relating to Itself and This Agreement
    
    
    18Section 2.03.
    
    Representations and Warranties of Seller Relating to Transferred Receivables and
Accounts and Interests in Other Floorplan Assets
    
    
    21Section 2.04.
    
    Covenants of Seller
    
    
    22Section 2.05.
    
    Designation of Additional Accounts and Addition of Interests in Other Floorplan
Assets
    
    
    23Section 2.06.
    
    Addition of Other Floorplan Assets
    
    
    25Section 2.07.
    
    Redesignation of Accounts
    
    
    25Section 2.08.
    
    Transfer of Ineligible Receivables
    
    
    26Section 2.09.
    
    Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements
    
    
    26ARTICLE IIIAdministration and Servicing of ReceivablesSection 3.01.
    
    Acceptance of Appointment and Other Matters Relating to Servicer
    
    
    27Section 3.02.
    
    Servicing Compensation
    
    
    27ARTICLE IVOther Matters Relating to SellerSection 4.01.
    
    Merger or Consolidation of, or Assumption, of Obligations of Seller
    
    
    27Section 4.02.
    
    Seller Indemnification of Buyer
    
    
    28




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PageARTICLE VTermination; InsolvencySection 5.01.
    
    Termination of Agreement; Insolvency Event
    
    
    28ARTICLE VIIntercreditor ProvisionsSection 6.01.
    
    Nonfloorplan Agreements Between Seller and Dealer
    
    
    29ARTICLE VIIMiscellaneous ProvisionsSection 7.01.
    
    Amendment
    
    
    30Section 7.02.
    
    Protection of Right, Title and Interest to Receivables and Interests in Other
Floorplan Assets
    
    
    31Section 7.03.
    
    Limited Recourse
    
    
    32Section 7.04.
    
    No Petition
    
    
    32Section 7.05.
    
    Governing Law
    
    
    32Section 7.06.
    
    Notices
    
    
    32Section 7.07.
    
    Severability of Provisions
    
    
    32Section 7.08.
    
    Assignment
    
    
    33Section 7.09.
    
    Further Assurances
    
    
    33Section 7.10.
    
    No Waiver; Cumulative Remedies
    
    
    33Section 7.11.
    
    Counterparts
    
    
    33Section 7.12.
    
    Third-Party Beneficiaries
    
    
    33Section 7.13.
    
    Merger and Integration
    
    
    33Section 7.14.
    
    Headings
    
    
    33Schedule and ExhibitsSchedule 1
    
    Account Schedule
    
    
    1-1Exhibit A
    
    Form of Assignment of Receivables in Additional Accounts or
Interests in Other Floorplan Assets
    
    
    A-1Exhibit B
    
    Form of Opinion of Counsel Regarding Amendments
    
    
    B-1Exhibit C
    
    Form of Opinion of Counsel Regarding Additional Accounts or
Interests in Other Floorplan Assets
    
    
    C-1Exhibit D
    
    Form of Reassignment of Receivables in Redesignated Accounts
    
    
    D-1




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Ford Motor Credit Company Ford Credit
Floorplan Corporation FCF Corp Ford Credit Floorplan
LLC FCF LLC
 Recitals
      Statement of Agreement
  Definitions
 Section 1.01. Definitions
 Account
 Account Schedule




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Addition Date
 Addition Notice
 Additional Account
 Additional Account Schedule
 Additional Cut-Off Date
 Adjustment Fees
 Adjustment Payment
 Affiliate
 Agreement
 Amortization Event
 Assignment
 Business Day
 Buyer
 2




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Cash Management Agreement
 Class
 Closing Date
 Collections
 Collection Account
 Collection Period
 Common Collateral
 Common Vehicle Collateral
 Common Non-Vehicle Collateral
 Cut-Off Date
 Dealer
 Defaulted Receivable
   3




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Delaware Trustee
 Designated Jurisdictions provided
 Determination Date
 Distribution Date
 Distribution Date Statement
 Eligible Account
   
  4




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Eligible Receivable
 
         5




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Eligible Receivable Origination Cut-Off Date provided
 FCF Corp
 FCF LLC
 Fleet Receivables
 Floorplan Financing Agreement
 Floorplan Financing Guidelines
 6




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Ford
 Ford Credit
 Governmental Authority
 Indenture
 Indenture Supplement
 Indenture Trustee
 Ineligible Account
 Ineligible Receivable
 Initial Account
 Initial Account Schedule
 Insolvency Event
 Insurance Proceeds
 7




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Interest Collections
 Interests in Other Floorplan Assets
 Interest Receivables
   In-Transit Period provided however
 Invoice Amount
 Issuer
 Lien
 Manufacturer
 New Vehicle
 8




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Nonfloorplan Agreement
 Noteholder Holder
 Notes
 Officers Certificate
 Opinion of Counsel
 Other Floorplan Account
 Other Floorplan Asset Schedule
 Other Floorplan Asset Transaction Documents
 Other Floorplan Assets
 9




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Other Floorplan Receivable
 Owner Trustee
 Performance Impaired Ineligible Account
 Person
 Pooled Participation Receivables
 Principal Collections
 Principal Receivables
 Purchased Participation Receivables
 Rating Agency
 10




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Rating Agency Condition
 Reassignment
 Receivable
      Recoveries
 Redesignated Account
 Redesignated Account Schedule
 11




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Redesignation Date
 Redesignation Notice
 Related Security
 Repurchase Price
 Requirements of Law
 Sale and Assignment Agreement
 Sales and Service Agreement
 12




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Seller
 Series
 Series Account
 Series Cut-Off Date
 Series Enhancer
 Servicer
 Servicing Fee
 Successor Servicer
 Syndicated Receivables
 Tax Opinion
 Third-Party Financed In-Transit Receivables
 Third-Party Purchased Receivables
 Transaction Documents
 13




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Transfer and Servicing Agreement
 Transfer Date
 Transferor
 Transferor Interest
 Transferred Receivable
 Trust Agreement
 Trust Assets
 Trust Termination Date
 UCC
 Used Vehicle
 Vehicle
 Vice President
 Section 1.02. Other Definitional Provisions
    14




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Sale of Receivables and Interests in Other Floorplan Assets
 Section 2.01. Sale of Receivables and Interests in Other Floorplan Assets
    15




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Transfer Date
    16




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Initial Account
Schedule
 Additional Account Schedule
   provided 17
        Section 2.02. Representations and Warranties of Seller Relating to Itself and This Agreement
 Representations and Warranties
 Organization and Good Standing
 Due Qualification
 Due Authorization
 No Conflict
 No Violation
 18




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No Proceedings
 All Consents Required
 Enforceability
 Account Schedule
 19




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Valid Sale
 Notice of Breach
 Repurchase upon Breach
 20




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Section 2.03. Representations and Warranties of Seller Relating to Transferred Receivables and
Accounts and Interests in Other Floorplan Assets
 Representations and Warranties
    Notice of Breach
 Repurchase upon Breach
 21




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Section 2.04. Covenants of Seller
 No Liens
 Floorplan Financing Agreements and Guidelines
 Certain Allocations of Collections
 22




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Delivery of Collections
 Notice of Liens
 Compliance with Law
 Section 2.05. Designation of Additional Accounts and Addition of Interests in Other Floorplan
Assets
 Addition Date Addition Notice
  23




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Assignment
           24




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Section 2.06. Addition of Other Floorplan Assets
 Section 2.07. Redesignation of Accounts
     25




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provided however
  Section 2.08. Transfer of Ineligible Receivables provided, however, provided, further
 Section 2.09. Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements
 26




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Administration and Servicing of Receivables
 Section 3.01. Acceptance of Appointment and Other Matters Relating to Servicer
   Section 3.02. Servicing Compensation
  Other Matters Relating to Seller
 Section 4.01. Merger or Consolidation of, or Assumption, of Obligations of Seller
   27




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Section 4.02. Seller Indemnification of Buyer provided however provided further
  Termination; Insolvency
 Section 5.01. Termination of Agreement; Insolvency Event
 28




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Intercreditor Provisions
 Section 6.01. Nonfloorplan Agreements Between Seller and Dealer
 Nonfloorplan Agreement Common Collateral Common Vehicle Collateral Common Non-Vehicle Collateral
   29




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Miscellaneous Provisions
 Section 7.01. Amendment
 provided provided however
 provided however
     30




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Section 7.02. Protection of Right, Title and Interest to Receivables and Interests in Other
Floorplan Assets
    31




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Section 7.03. Limited Recourse provided however provided further
 Section 7.04. No Petition
 Section 7.05. Governing Law
 Section 7.06. Notices
 Section 7.07. Severability of Provisions
 32




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Section 7.08. Assignment
 Section 7.09. Further Assurances
 Section 7.10. No Waiver; Cumulative Remedies
 Section 7.11. Counterparts
 Section 7.12. Third-Party Beneficiaries
 Section 7.13. Merger and Integration
 Section 7.14. Headings
  33




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In Witness Whereof
 Ford Motor Credit Company,as SellerBy:Name:Title:[Ford Credit Floorplan Corporation]/[ Ford
          Credit Floorplan LLC],as BuyerBy:Name:Title:




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Schedule 1
 Account Schedule
 [To Be Delivered at Closing]




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Exhibit A
 Form of Assignment of Receivables in Additional Accounts  or Interests in Other Floorplan Assets
 As required by Section 2.05
of Receivables Purchase Agreement
 Assignment No. of Receivables in [Additional Accounts][Other Interests
in Floorplan Assets]    Ford Motor Credit
Company Ford Credit Floorplan Corporation]/[Ford Credit Floorplan
LLC]
 Recitals
 Receivables Purchase Agreement
    Statement of Agreement
 Defined Terms Addition Date  Additional Cut-Off Date  Eligible Receivable Origination Cut-Off Date
 [Designation of Additional Accounts][Addition of Interests in Other Floorplan Assets]




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Sale of [Transferred Receivables][Interests in Other Floorplan Assets]
   Acceptance by Buyer




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Representations and Warranties of Seller
 Organization and Good Standing
 Due Qualification
 Due Authorization
 No Conflict
 No Violation
 No Proceedings
 A-3




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All Consents Required
 Enforceability
 Valid Sale
 Ratification of Agreement
 Counterparts
 Governing Law




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In Witness Whereof
 Ford Motor Credit Company,as SellerBy:Name:Title:[Ford Credit Floorplan Corporation]/[Ford CreditFloorplan
LLC],as BuyerBy:Name:Title:




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Exhibit B
 Form of Opinion of Counsel Regarding Amendments
 As required by Section 7.02(d)(i)
of Receivables Purchase Agreement
 Amendment




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Exhibit C
 Form of Opinion of Counsel Regarding Additional Accounts  or Interests in Other Floorplan Assets
 Provisions to be included in Opinion of Counsel to be
delivered pursuant to Section 7.02(d)(ii)
of Receivables Purchase
Agreement *
 Seller  Receivables Purchase Agreement Buyer
     
 *
    
    Include references to Additional Accounts
only in the case of the designation of Additional Accounts pursuant to Section
2.05 of the Receivables Purchase Agreement.




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Exhibit D
 Form of Reassignment of Receivables in Redesignated Accounts
 Pursuant to Section 2.07
of Receivables Purchase Agreement
 Reassignment No. ___of Receivables in Redesignated Accounts    Ford Motor Credit Company Ford Credit
Floorplan Corporation]/[Ford Credit Floorplan LLC]
 Recitals
 Receivables Purchase Agreement
    Statement of Agreement
 Defined Terms Redesignation Date
 Notice of Redesignated Accounts
 Redesignated Accounts
 Conveyance of Receivables




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Acceptance by Buyer
 Legal, Valid and Binding Obligation
 Ratification of Agreement
 Counterparts
 Governing Law




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In Witness Whereof
 Ford Motor Credit Company,as SellerBy:Name:Title:[Ford
Credit Floorplan Corporation]/[Ford
        Credit
Floorplan LLC],as BuyerBy:Name:Title: